Completion of Phase I Funding

Subject

As announced 11 November 2010

As at 1 December 2010

Term

2 years

2 years

Interest

12.7% pa compound, payable monthly

12.1% pa compound, payable monthly

Repayment

Any time;

Any time;

Prepayment Penalty

No reference

Pre-payment bonus in year 1 of 6% of the amount pre-paid

2nd Year bonus

If Facility is outstanding at first anniversary, 3% of the outstanding loan balance is payable as a bonus to the lenders

Commitment fee

4% of Facility payable in common shares valued at £4.50 per share;

Warrants for shares at £6.00 for 3 years at ratio of 2.5M warrants for every $100M arranged

4% of Facility payable in common shares valued at £4.50 per share;

Warrants for shares at £4.25 for 5 years at ratio of 2.5M warrants for every $100M arranged

Lead Arranger fee

10% of the commitment fee and 1/12th of coupon

0.5% annual administration fee;

Management Event

No reference

Frank Timis to remain a Board Member for the term of the Facility

BORROWER:

A special purpose vehicle to be incorporated by African Minerals Limited ("African Minerals") (subject to the Mandated Lead Arranger's consent) (the "Borrower")

GUARANTORS:

African Minerals and all subsidiaries designated by the Mandated Lead Arranger.

GROUP:

African Minerals and its direct and indirect subsidiaries from time to time, including the Borrower.

MANDATED LEAD ARRANGER:

A special purpose entity to be established by Sprott Resource Lending Partnership and/or its assignee ("SRLP") and Dundee Resources Limited and/or its Affiliate or assignee ("Dundee Resources"), acting as arranger, lead lender, administrative agent and security agent for the Lending Group (as defined below) (the "Mandated Lead Arranger")1. The Mandated Lead Arranger may not assign its rights or obligations in respect of administration of the Term Facility, except to an affiliate, without the approval of the Majority Lenders. Nothing herein shall prevent the Mandated Lead Arranger from assigning its interest in the Term Facility as a Lender.

TERM FACILITY:

Senior Secured Non-Revolving Credit Facility (the "Term Facility"). The Term Facility shall be structured in such a way as to be tax efficient, subject to approval by the Mandated Lead Arranger, acting reasonably.

PRINCIPAL AMOUNT/

CURRENCY:

Up to USD$500 Million

All amounts listed herein are in U.S. dollars unless specifically indicated otherwise.

SYNDICATION:

The Mandated Lead Arranger confirms the first $100 Million of the Term Facility will be arranged for funding, subject to conditions precedent and necessary board approvals.

The balance of the Term Facility shall be marketed to potential lenders by a group of investment dealers identified by the Borrower. Allocation to the lenders shall be mutually acceptable to both the Mandated Lead Arranger and the Borrower. The Mandated Lead Arranger and the lenders are collectively referred to herein as the "Lending Group").

In acting as Mandated Lead Arranger for the Term Facility and for the benefit, and on behalf of the Lending Group, the Mandated Lead Arranger shall administer the Term Facility, including amongst other items, arrange for the disbursement of funds from escrow, invoicing and collecting Borrower payments, monitoring loan performance, assembling appropriate legal documents, and ensuring conditions precedent or covenants are met or waived, as the case may be. The Mandated Lead Arranger will be responsible to for certain costs of the Term Facility including cost consultant and facility or escrow agents. The Borrower shall pay the Mandated Lead Arranger one half of one percent (0.50%) per annum of the total commitments under the Term Facility. Such payments will be payable monthly on the last business day of each month by way of deduction from the Escrow Account.

The Mandated Lead Arranger shall not, and each investment dealer invited to participate in syndicating the Facility shall agree, prior to being mandated to participate, that it will not:

(i) offer the Loan or any part of the Loan to, to solicit indications of interest therein from, any person unless (a) such offer or solicitation is an "offshore transaction" as defined in Regulation S ("Regulation S") under the US Securities Act 1933 as amended (the "Securities Act"); or (b) such person is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act ("Rule 144A"); or

(ii) solicit indications of interest in the Loan or any part of the Loan in the United States by means of any general advertising or general solicitation, each as defined in Regulation D under the Securities Act, or by means of any directed selling efforts, as defined in Regulation S; and

(iii) solicit indications of interest in the Facility or any part of the Facility from any person in Canada that does not qualify as an "accredited investor" within the meaning of Canadian securities laws, or in any manner that does not comply with the dealer registration requirements of Canadian securities laws.

USE OF PROCEEDS:

The Borrower shall use the proceeds of the Term Facility for Phase 1 construction of the Tonkolili Iron Ore project (the "Project") (including a reserve account that covers contingency and working capital reserves), located in Sierra Leone, as agreed between the Borrower and the Mandated Lead Arranger and for no other purpose without the prior written consent of the Mandated Lead Arranger. The Borrower shall provide evidence satisfactory to the Mandated Lead Arranger that it has or will have sufficient funds from its current and future proposed financings to ensure that Phase 1 of the Project can be completed to commercial production.

CLOSING:

Closing shall occur following the satisfaction or waiver of the conditions precedent to initial advance from escrow set forth below, expected to occur on or about l December 2010, or such other date as the parties may agree ("Final Closing Date"). At Closing, the Lending Group shall upon the written instructions of the Facility Agent advance the entire principal amount of the Term Facility into an escrow account (the "Escrow Account") with l (the "Escrow Agent"). All advances from the Escrow Account shall be made by the Escrow Agent at the direction of the Mandated Lead Arranger upon the satisfaction or waiver of the applicable conditions precedent.2

ADVANCES:

At Closing up to $100 Million of the principal amount of the Term Facility shall be made available for advance from escrow to the Borrower not less than 5 business days after the satisfaction or waiver in writing by the Mandated Lead Arranger of the conditions precedent described under the heading "CONDITIONS PRECEDENT TO INITIAL ADVANCE FROM ESCROW" below.

Subsequent to Closing, advances from escrow to occur not less than 5 business days after the satisfaction or waiver in writing by the Mandated Lead Arranger of the conditions precedent described under the heading "CONDITIONS PRECEDENT TO SUBSEQUENT ADVANCES FROM ESCROW" below.

TERM:

The Term Facility shall be due and payable in full on the date which is two (2) years from the Closing date (the "Maturity Date").

SCHEDULED REPAYMENTS:

Beginning April 30, 2012, and on the last business day of every month thereafter until the end of term of the Facility, the Borrower shall repay $50 million of the principal amount owing.

PREPAYMENT:

The Borrower may - in addition to scheduled repayments - prepay the Term Facility in whole or in part (but if in part in minimum principal amounts of $100 million) at any time prior to maturity.

After the initial advance of the Term Facility from escrow, if the Borrower or any Group member disposes of any assets (including shares) outside the ordinary course of trading for net cash proceeds which (in the case of any single transaction or series of connected transactions) exceed $5 million, or close additional equity or debt financings, the Borrower shall pay the proceeds from such sale or financing, net of reasonable selling or financing costs, to the Mandated Lead Arranger in repayment of the Term Facility. Notwithstanding the foregoing, the Borrower shall not be obliged to make any prepayment of the Term Facility from the proceeds of (i) the closing of the Shandong Iron & Steel Co. Limited ("Shandong") transaction outlined in African Minerals' press releases on July 13, 2010, September 23, 2010 and October 29, 2010 (the "Shandong Transaction") or any equivalent transaction as determined by the Mandated Lead Arranger acting on the instructions of the Majority Lenders, (ii) the sale of any publicly listed equity securities held by any Group member as at the time of Closing, (iii) any subordinated or equity financing by any Group member to cover any cost overruns relating to Phase 1 of the Project, up to a maximum principal amount of $100 million, and (iv) any subordinated debt financing of any Group member, up to a maximum principal amount of $10 million. All subordinated indebtedness of any Group member shall be on terms satisfactory to the Mandated Lead Arranger, acting reasonably.

If any Group member disposes of any assets outside of the ordinary course of business for proceeds other than cash, the Mandated Lead Arranger shall be given a first ranking security interest in the shares or the other assets received as such proceeds. All of the Mandated Lead Arranger's fees and costs associated with such security shall be borne by the Borrower.

Any voluntary prepayment during the first year of the Facility shall be subject to a prepayment fee equal to 6% of the amount prepaid.

CHANGE OF CONTROL:

A "Change of Control" shall be deemed to occur upon the acquisition by any individual or entity or group of individuals and/or entities, acting jointly and in concert, of voting control or direction over 50% or more of the aggregate voting rights attached to common shares of African Minerals then outstanding.

A "Management Event" shall be deemed to occur if Frank Timis ceases to be a board member and executive officer of African Minerals, without the prior written consent of the Mandated Lead Arranger.

Upon the occurrence of a Change of Control or a Management Event, at the Mandated Lead Arranger's election, the Borrower will be required to prepay the Term Facility, in whole or in part, as determined by the Mandated Lead Arranger, on the date of the Management Event or within 30 days following the consummation of the Change of Control, at a price equal to 110% of the principal amount thereof plus accrued and unpaid interest.

SECURITY:

The Borrower shall deliver and shall cause the other Group members to deliver first ranking security over all of their respective assets (except only as may be agreed with the Mandated Lead Arranger after the completion of all due diligence) including the following:

1. General Security Agreements under which the Group members shall grant a first security interests in favour of the Mandated Lead Arranger for the benefit of the Lending Group over all of the their respective present and after-acquired assets.

2. Subject to any permitted equipment financing, a first fixed charge and specific registration against the Project and any other mining and exploration properties, and a first assignment as security of all mining leases, rights, material contracts, permits and licences relating to the Project that the Mandated Lead Arranger deems necessary through its due diligence process.

3. Share Pledge Agreements under which African Minerals and/or applicable subsidiaries shall pledge and grant a first security interest in favour of the Mandated Lead Arranger over all of the shares in the capital of each of the following companies legally or beneficially owned, directly or indirectly, by African Minerals (a) Tonkolili Iron Ore Limited, a Bermuda company (100%), (b) Tonkolili Iron Ore (SL) Ltd., a Sierra Leone company (100%), (c) African Railway & Port Services Limited, a Bermuda company (100%), (d) African Railway & Port Services (SL) Limited, a Sierra Leone company (90%), (e) African Power Limited, a Bermuda company (100%), and (f) African Power (SL) Limited, a Sierra Leone company (100%), and any other subsidiaries legally or beneficially owned by any Group member that the Mandated Lead Arranger shall deem necessary, acting reasonably, through its due diligence process.

4. Simultaneously with the closing of the Shandong Transaction, the Mandated Lead Arranger shall release any security interests over any assets of the Group to the extent required in order to permit the Shandong Transaction to be consummated, up to a maximum of 25% of the issued and outstanding shares of each company acquired by Shandong.

INTEREST:

Interest shall accrue on the principal amount of the Term Facility from the date of advance of the principal amount of the Term Facility into the Escrow Account at the rate of 11.50% per annum, compounded monthly (effective annual rate of 12.13%), payable monthly on the last business day of each month by way of deduction from the Escrow Account. All interest payments shall be grossed up to take account of any withholdings or deductions required under any jurisdiction. Interest not paid when due shall be added to the principal amount and shall bear interest at the same rate.

COMMITMENT FEE:

In consideration for the Term Facility, the Borrower shall at Closing make a non-refundable payment to the Lending Group at Closing, equal in aggregate to:

·; up to 12.5 million share purchase warrants issued by African Minerals ("Warrants") with an exercise price of GBP 4.25 and with a five year term (for greater certainty, 2.5 million Warrants per $100 million of Term Facility principal amount); and

·; A sterling amount equal to 4.0% of the principal amount of the Term Facility (converted using an exchange rate to be agreed), payable in the form of common shares of African Minerals ("Common Shares"). The number of Common Shares issuable shall be based on a share price of £4.50.

The Common Shares and the common shares issued from the exercise of Warrants shall be free trading, except that any Securities issued to a person in Canada shall be subject to resale restrictions under Canadian securities laws for four months from the Closing date.

Notwithstanding the foregoing, no Lending Group member shall receive any Warrants or Common Shares issuable upon exercise of the Warrants (collectively, the "Securities") unless it shall first have executed and delivered to the Borrower and the Mandated Lead Arranger a letter (which may be the commitment letter or otherwise part of the loan documentation), addressed to the Borrower and the Mandated Lead Arranger and otherwise in form and substance satisfactory to the Borrower, (1) containing certain representations and warranties required for Canadian securities law purposes; (2) representing and warranting that (a) either (i) its acquisition of such Securities will be an "offshore transaction" as defined in Regulation S or (ii) it is a "qualified institutional buyer" as defined Rule 144A and (b) it will not resell any such Securities, except pursuant to and in compliance with Regulation S, and (3) containing such other provisions as the Borrower may require for purposes of ensuring that the placement of such Warrants to such Lending Group member is exempt from the registration requirements of the Securities Act, and no Lending Group member holding Warrants shall be permitted to exercise such Warrants unless it shall have, immediately prior to such exercise, executed and delivered to the Borrower and the Mandated Lead Arranger a letter, addressed to the Borrower and the Mandated Lead Arranger and otherwise in form and substance satisfactory to the Borrower, (1) representing and warranting that (a) either (i) its acquisition of the Common Shares to be received upon exercise of such Warrants will be an "offshore transaction" as defined in Regulation S or (ii) it is a "qualified institutional buyer" as defined Rule 144A and (b) it will not resell any such Shares, except pursuant to and in compliance with Regulation S and (2) containing such other provisions as the Borrower may require for purposes ensuring that the placement of such Common Shares to such holder is exempt from the registration requirements of the Securities Act.

The Warrants and the Common Shares underlying the Warrants have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and are being offered and sold in the United States exclusively to "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act. Each acquiror of Warrants is hereby notified that the offer and sale of the Warrants to it is being made in reliance upon an exemption from the registration requirements of the Securities Act.

If the Term Facility remains outstanding on the date which is one year from the Closing date (the "First Anniversary"), the Borrower shall pay to the Mandated Lead Arranger, for the benefit of the Lending Group, a bonus in an amount equal to three percent (3%) of the outstanding balance of the Term Facility as at the First Anniversary, payable at the Borrower's election either in cash or in common shares in the capital of African Minerals (the "Bonus"). If the Borrower elects to pay the Bonus in common shares in its capital, the number of common shares issuable shall be based on the weighted average of the closing price of African Minerals' common shares on the last 30 trading days immediately prior to the First Anniversary. Common shares issued on account of the Bonus shall be free trading except in Canada where they will be subject to resale restrictions under Canadian securities laws for 4 months following issuance.

CONDITIONS PRECEDENT TO INITIAL ADVANCE FROM ESCROW:

The conditions precedent to the initial advance from escrow under the Term Facility, subject to the Mandated Lead Arranger's satisfaction with all due diligence, shall include the following in form and satisfaction satisfactory to the Mandated Lead Arranger :

1. The Borrower shall have provided the Mandated Lead Arranger with a written request for funds;

2. African Minerals shall have arranged total financing for the Project of $700 million, including the Term Facility and any such financing shall have closed and cash delivered to the Borrower by December 3, 2010. Any financing other than the Term Facility shall be subordinated to the Term Facility;

3. The Borrower shall provide to the Mandated Lead Arranger a written commitment or commitments in form satisfactory to the Mandated Lead Arranger of cash from its equity financing and other resources to be used solely for expenditures related to construction of Phase 1 of the Project ("the Project Funding Commitment"). The initial committed cash amount for the Project Funding Commitment shall be a minimum of $440 million;

4. The Mandated Lead Arranger shall have received and approved the written report of the project cost consultant (who shall be mutually acceptable to the Mandated Lead Arranger and the Borrower and retained at the Borrower's expense which such expense being reimbursed by Mandated Lead Arranger by 50% to a maximum of $250,000), which report shall verify the work completed to date, that construction is progressing in accordance with the construction schedule and the budget, that any cost overrun has been settled from other sources, that the advance request covers direct construction costs representing work completed on the Project and that the unadvanced portion of the Term Facility is sufficient to complete the Project and commence commercial production;

5. Syndication of the Term Facility;

6. Execution, delivery and registration (to the extent reasonably required by the Mandated Lead Arranger) of definitive valid, binding and enforceable loan agreement based on the current recommended form of syndicated facility agreement of the Loan Markets Association (the "Facility Agreement") and Security documents except for the Security referred to in item 2 under the heading "SECURITY" above, including legal opinions and other documents in support to the satisfaction of the Mandated Lead Arranger and its counsel;

7. Satisfactory completion of due diligence by the Mandated Lead Arranger and its counsel of the Borrower and each other Group member and the collateral to be secured by the Security;

8. Review of all material agreements of the Borrower and each other Group member;

9. No material adverse change in the business operations or assets or ownership of the Group as a whole, including no pending litigation proceedings, or written threats of litigation, or threats of litigation orally communicated by a government official, which would be reasonably likely to result in a material adverse change;

10. All applicable exchange and other regulatory approvals;

11. The Mandated Lead Arranger is comfortable with the value of the collateral and its ability to support repayment of the indebtedness in respect of the Term Facility;

12. Review and acceptance of all mine plans, leases, licences, permits, budgets and pro-forma financials;

13. Receipt of a favourable legal opinion from counsel acceptable to the Mandated Lead Arrangers concerning the absence of withholding tax or any other withholding on payments to be made and received under the Facility Agreement;

14. no default or event of default shall have occurred; and

15. all representations and warranties of the Borrower are true and accurate in all material respects,

all in form and upon terms satisfactory to the Mandated Lead Arranger and its counsel (each acting reasonably) on or before [December 23, 2010]. If any of the foregoing conditions precedent are not satisfied or waived by the Mandated Lead Arranger in writing on or before [January 21, 2011], the Mandated Lead Arranger shall have no further obligation to the Borrower or any other Group member.

CONDITIONS PRECEDENT TO SUBSEQUENT ADVANCES FROM ESCROW:

The conditions precedent to advance from escrow for amounts in excess of the initial advance from escrow of up to $100 Million, subject to the Mandated Lead Arranger's satisfaction with all due diligence, shall include the following in form and satisfaction satisfactory to the Mandated Lead Arranger:

1. The Borrower shall have provided the Mandated Lead Arranger with a written request for funds.

2. Execution, delivery and registration (to the extent reasonably required by the Mandated Lead Arranger) of definitive valid, binding and enforceable Security documents referred to in item 2 under the heading "SECURITY" above, including legal opinions and other documents in support to the satisfaction of the Mandated Lead Arranger and its counsel, including all required insurance, with the Mandated Lead Arranger named as first loss payee;

3. Funds provided pursuant to the Project Funding Commitment will first be utilized for funding expenditures related solely to the Phase 1 construction of the Project. Once funds provided pursuant to the Project Funding Commitment has been fully utilized for Phase 1, funds may be advanced from the Escrow Account provided that, in addition to other conditions precedent, the total remaining Phase 1 project costs required to complete the Phase 1 construction and commence commercial production as verified by the independent cost consultant is less than the unadvanced amount remaining in the Escrow Account;

4. The Mandated Lead Arranger shall have received and approved the written report of the project cost consultant (who shall be mutually acceptable to the Mandated Lead Arranger and the Borrower and retained at the Borrower's expense), which report shall verify the work completed to date, that construction is progressing in accordance with the construction schedule and the budget, that any cost overrun has been settled from other sources, that the advance request covers direct construction costs representing work completed on the Project and that the unadvanced portion of the Term Facility is sufficient to complete the Project and commence commercial production;

5. No material adverse change in the business operations, or assets of the Group taken as a whole, including no pending litigation proceedings, or written threats of litigation, or threats of litigation orally communicated by a government official, which would be reasonably likely to result in a material adverse change;

6. 5 business days notice has been received for the advance;

7. no default or event of default shall have occurred; and

8. all representations and warranties of the Borrower are true and accurate in all material respects.

COVENANTS, REPRESENTATIONS AND WARRANTIES:

Conventional covenants, representations and warranties and default provisions for a senior secured loan of this nature will apply including the following subject in each case to agreed materiality qualifications and other exceptions (including but not limited to those described below):

1. Other than to repay the Term Facility in whole, a negative covenant on additional borrowing and granting of security by the Borrower or any other Group member, provided however, that the Borrower or any other Group member may obtain vendor equipment financing for up to $200 million with security for such financing to be limited to the equipment financed, and certain export credit agency financing, in each case to be agreed upon by the Mandated Lead Arranger, acting reasonably.

2. The Borrower will deliver monthly financial reports and will provide financial summaries. Reports will contain the same level of detail as set out in the interim reports of African Minerals and will include a balance sheet and income statement, statement of aged trade payables, costs incurred and estimate to complete development, and any other report that the Mandated Lead Arranger may reasonably require.

3. If any Group member arranges subordinated debt, the Majority Lenders will not unreasonably withhold approval, provided that the terms of such subordinated debt are satisfactory to the Majority Lenders.

4. If any Group member makes a change in the constitutional documents of such Group member, it shall give the Majority Lenders 20 business days prior notice thereof, provided that if any such change could result in an adverse effect on the interests of the Lending Group, it shall not do so without the prior written consent of the Majority Lenders and on such terms as the Majority Lenders may require, such consent not to be unreasonably withheld.

5. No dividends or material payments to shareholders, affiliates or executives (other than normal salaries, and customary executive compensation arrangements) without the prior written consent of the Majority Lenders, which may not be unreasonably withheld.

6. No shares and no material assets of the Group or any subsidiary shall be transferred without the consent of the Majority Lenders, except for the sale of any publicly listed equity securities held by any Group member as at the time of Closing.

7. No material amendments, waivers or consents to material agreements without the consent of the Majority Lenders.

8. The Borrower should and shall cause each Group member to grant access to and inspection of all books and records and assets of the Borrower and each Group member.

9. Prior to the completion of the Shandong Transaction or any similar transaction, the Borrower shall provide evidence satisfactory to the Mandated Lead Arranger that it shall have sufficient funds to ensure that Phase 1 of the Project can be completed to commercial production, and African Minerals acknowledges it may have to increase the Project Funding Commitment.

In addition, the Facility Agreement shall contain such provisions as the Borrower may require for purposes of ensuring that neither the Facility made thereunder nor any interest in such Facility will be transferred in any manner that would cause the Facility, or any interest therein, to be treated as a "security" under, to require registration under or to otherwise violate the U.S. Securities Act of 1933, as amended, or any other U.S. federal or state, or non-U.S., securities, "blue sky" or similar law. It shall also contain such provisions as the Borrower may require for the purpose of ensuring that any person in Canada to whom any Securities are issued is an "accredited investor" within the meaning of applicable Canadian securities laws, and otherwise to ensure compliance with all applicable Canadian securities laws.

TIMING:

The Mandated Lead Arranger and its advisers will commence due diligence and the preparation of loan documentation following the execution and delivery by the Borrower of the engagement letter to which this Term Sheet is attached.

INSPECTION:

The Borrower and each Group member will provide Mandated Lead Arranger and its counsel with access to all necessary information and documentation as may be required to conduct comprehensive due diligence inquiries.

TRANSFERS / ASSIGNMENTS:

The commitments under the Facility may not be transferred without the prior written consent of the Borrower (such consent not to be unreasonably withheld).

JURISDICTION:

This Term Sheet and the Facility Agreement shall be governed by the laws of England and all other documents executed and delivered in connection with the Term Facility shall be governed by the laws of England or by the laws of such other jurisdiction as shall be acceptable to the Mandated Lead Arranger. The Borrower submits to the non-exclusive jurisdiction of the Courts of England and agrees to be bound by any suit, action or proceeding commenced in such courts and by any order or judgment resulting from such suit, action or proceeding but foregoing will in no way limit the Mandated Lead Arranger's right to commence suits, actions or proceedings in respect of the Term Facility or security provided under the Term Facility in any jurisdiction.

PRIVACY:

The Borrower hereby consents to the collection, use and disclosure of any and all personal information about the Borrower by the Mandated Lead Arranger and its authorized agents or other representatives, as may be necessary for the Mandated Lead Arranger to complete its due diligence and to proceed with the transactions contemplated herein, and such other collection, use and disclosure of any and all personal information about the Borrower as may be required or permitted by law.

RELATED PARTY DISCLOSURE:

Dundee Securities Corporation ("Dundee Securities") is an affiliate of Dundee Resources, an entity that will have a 50% interest in the Mandated Lead Arranger. Dundee Securities is acting as a placement agent in the syndication of the Term Facility to co-lenders. Dundee Corporation, Ned Goodman Investment Counsel Limited and Goodman and Company, Investment Counsel Ltd., affiliates of Dundee Securities, together own or control through managed accounts, an aggregate of 31,260,991 shares of the Borrower representing a 9.84% interest as at 24 November 2010. In addition, Mr. Murray John, a director of the Borrower, is also (i) a director of Sprott Resource Lending Corp. (an affiliate of SRLP, an entity that will have a 50% interest in the Mandated Lead Arranger), in which an affiliate of Dundee Securities has an approximate 10% equity interest, (ii) the President and Chief Executive Officer of Dundee Resources, and (iii) a portfolio manager at Ned Goodman Investment Counsel Limited. Consequently, the Borrower may be considered to be a "connected issuer" of Dundee Securities within the meaning of National Instrument 33-105 - Underwriting Conflicts of the Canadian Securities Administrators.

MAJORITY LENDERS

Means at the time of determination thereof, Lenders holding 66 2/3rds of the Commitments.